News & Analysis as of

Compensation & Benefits Corporate Governance

Wilson Sonsini Goodrich & Rosati

FAQs: UK Employee Equity Incentive Annual Reporting Deadline Approaching

2023/2024 Annual Returns Must Be Filed by July 6, 2024 - Companies operating employee equity incentive arrangements in the United Kingdom, including companies incorporated or registered outside of the United Kingdom, are...more

A&O Shearman

Due process in internal investigations in Belgium: mixed signals given by the Supreme Court and the legislator.

A&O Shearman on

Last month, the Belgian Supreme Court ruled in a case concerning a former employee who, following an internal investigation, had been first dismissed by her employer for and subsequently convicted of several criminal...more

Proskauer - Employee Benefits & Executive...

[Podcast] Episode 50: Activism and EBEC

In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group, Josh Apfelroth, partner in the Private Equity and Mergers &...more

Goodwin

Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment...

Goodwin on

In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its...more

A&O Shearman

Court Of Chancery Rescinds CEO Compensation Package Under Entire Fairness Review

A&O Shearman on

In a January 30, 2024, post-trial ruling, Vice Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery rescinded a compensation package valued at $55.8 billion awarded by Tesla, Inc. to its CEO,...more

Farrell Fritz, P.C.

Out of Control! What the Elon Musk Compensation Case Reminds Us about Transactions with Controlling Stockholders

Farrell Fritz, P.C. on

Process still matters.  That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk.  The court rescinded the incentive package mainly...more

Latham & Watkins LLP

Key Compensation Items for 2024 Proxy Season and Beyond - February 2024

Latham & Watkins LLP on

Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more

The Volkov Law Group

Enforceability of Clawback and Compensation Penalty Provisions (Part II of II)

The Volkov Law Group on

We often read about lucrative bonus payments made to CEOs and other senior executives. With refinements in corporate governance structures, shareholders and investors are raising concerns over executive bonuses. To bring...more

Holland & Knight LLP

Executive Perks: A Hammer Finds Its Nail in SEC Settlement with Tool Company

Holland & Knight LLP on

We return once more to the issue of public company executive perquisites or "perks" – a topic we anticipated last year would "be a hot-button enforcement issue for the foreseeable future." We were not wrong. In light of the...more

Cadwalader, Wickersham & Taft LLP

RBC Incorporates Climate Priorities into Executive Incentive Compensation Plans

The Royal Bank of Canada announced that this year it will begin incorporating ESG considerations into incentive compensation plans for the bank’s CEO and other top executives. In particular, the bank plans to take ESG...more

The Volkov Law Group

Bringing HR and Compliance Together for Compliance and Consequence Management (Part II of II)

The Volkov Law Group on

The Justice Department’s recent emphasis on ethics and compliance culture, along with greater specificity on “consequence management” is a welcome breath of fresh air.  It is a policy coming for a long time and will bring...more

Mayer Brown Free Writings + Perspectives

Disclosing Perks and Payments

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues Pay Versus Performance CDIs

On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases C&DIs Clarifying Certain ‘Pay vs Performance’ Questions

In a series of 15 Compliance and Disclosure Interpretations (“C&DI”s), the U.S. Securities and Exchange Commission on Feb. 10, 2023 attempted to clarify certain questions that have arisen as reporting companies prepare their...more

Mayer Brown Free Writings + Perspectives

Clawback Rule Guidance

In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that...more

Goodwin

Key Compensation Considerations for Public Companies in a Market Downturn

Goodwin on

As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more

Bradley Arant Boult Cummings LLP

Cash Is King: DOJ Weighs New Guidance on Employee Compensation Packages

The U.S. Department of Justice is eyeing new guidance for how prosecutors should assess employee compensation packages when determining whether a company’s compliance efforts warrant favorable treatment in the resolution of...more

The Volkov Law Group

DOJ’s Perspective on Clawbacks and Deferred Compensation Systems (Part III of III)

The Volkov Law Group on

DOJ’s decision to examine corporate compensation programs as an important part of a compliance program should be welcomed.  DOJ’s initiative asks a very good question – how can incentives and disincentives be used to promote...more

Nelson Mullins Riley & Scarborough LLP

Never Too Late – SEC Enacts Pay vs. Performance Disclosure Rules

A mere 12 years after they were mandated by Dodd-Frank, the SEC adopted so-called “pay versus performance” rules on August 25, 2022. The rules require companies to provide a new table in their proxy or information statements,...more

Bradley Arant Boult Cummings LLP

SEC Adopts New Pay Versus Performance Disclosures

On August 25, 2022, the Securities and Exchange Commission adopted pay versus performance disclosure rules originally mandated by the Dodd-Frank Act 12 years ago. These rules require public companies to disclose the...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Pay Versus Performance Disclosure Rule

On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more

BCLP

That was NOT fast - SEC adopts pay-versus-performance disclosure requirements for upcoming proxy season

BCLP on

More than seven years after their original proposal, the SEC adopted new rules requiring companies to disclose metrics reflecting the relationship between executive compensation actually paid and the company’s financial...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Pay for Performance Rule

On August 25, 2022, the Securities and Exchange Commission adopted a final pay for performance rule.  The pay for performance rule implements the Dodd Frank Act rulemaking mandate contained in Section 953(a) of the Act.  That...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Pay Versus Performance Disclosure Rules

The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more

Proskauer - Employee Benefits & Executive...

CEO Self-Evaluation: To Thine Own Self (Assessment) Be True

“Report cards” may bring to mind evaluating middle school students, not CEOs of multi-billion dollar companies. But over the last decade, some companies have adopted a CEO “self-assessment” for evaluating the performance of...more

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